What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-05-08 compared with 2025-01-15 · 77 added, 65 removed, 63 unchanged (69% of the section changed)

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The following discussion and analysis of the Company’s financial condition and results of operations

should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report.

information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly

Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve

risks and uncertainties.

Special Note Regarding Forward-Looking Statements

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generated any revenues to date.

Our only activities from September 11, 2024 (inception) through September 30, 2024 were organizational

Our only activities from September 11, 2024 (inception) through March 31, 2025 were organizational

activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business

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company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the period from September 11, 2024 (inception)

through September 30, 2024, we had a net loss of $49,568, which consisted of General, operating and administrative costs.

For the three months ended March 31, 2025, we

had net income of $2,227,401, which consisted of interest earned on marketable securities held in Trust Account of $2,433,722, offset

by operational costs of $206,321.

Liquidity and Capital Resources

Until the consummation of the Initial Public Offering,

our only source of liquidity was an initial purchase of shares of Class B ordinary shares, par value $0.0001 per share, by the Sponsor

and loans from the Sponsor.

Subsequent to the quarterly period covered by

this Quarterly Report, on December 11, 2024, we consummated the Initial Public Offering of 23,000,000 Units at $10.00 per Unit, which

includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, generating gross proceeds

of $230,000,000.

Simultaneously with the closing of the Initial Public Offering, we consummated the sale of an aggregate of 840,000 Private

Placement Units at a price of $10.00 per Private Placement Unit, in a private placement to the Sponsor and the representative of the underwriters

of the initial Public Offering, generating gross proceeds of $8,400,000.

On December 11, 2024, we consummated the Initial

Public Offering of 23,000,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount

of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000.

Simultaneously with the closing of the Initial Public

Offering, we consummated the sale of 840,000 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement

to the Sponsor and Roth Capital Partners, LLC, representative of the underwriters (“Roth”), generating gross proceeds of $8,400,000.

Following the Initial Public Offering, the full

exercise of the over-allotment option, and the sale of the Units, a total of $232,300,000 was placed in the Trust Account.

$5,157,741 of transaction costs, consisting of $4,600,000 of cash underwriting fee and $557,741 of other offering costs.

We intend to use substantially all of the funds

held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete

our Business Combination.

To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our

Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the

target business or businesses, make other acquisitions and pursue our growth strategies.

We intend to use the funds held outside the Trust

Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel

to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate

documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

exercise of the over-allotment option, and the sale of the Private Placement Units, a total of $232,300,000 was placed in the Trust Account.

We incurred transaction costs of $5,157,741, consisting of $4,600,000 of cash underwriting fee and $557,741 of other offering costs.

For the three months ended March 31, 2025, net cash used in operating activities was $193,398.

Net income of $2,227,401 was offset by

interest earned on marketable securities of $2,433,722 and changes in operating assets and liabilities, which provided $12,923 of cash

from operating activities.

At March 31, 2025, we had investments held in

the Trust Account of $235,292,200.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing

interest earned on the Trust Account, which interest shall be net of taxes payable, if any, to complete an initial Business Combination.

We may withdraw interest from the Trust Account to pay taxes, if any.

To the extent that our share capital or debt is used, in whole or

in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working

capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

At March 31, 2025, we had cash of $755,968 held

outside of the Trust Account.

We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses,

perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective

target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses,

structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies

or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their

affiliates may, but are not obligated to, loan us funds as may be required.

If we complete a Business Combination, we would repay such

loaned amounts.

In the event that a Business Combination does not close, we may use a portion of the working capital held outside the

Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment.

Up to $1,500,000 of

such Working Capital Loans may be convertible into Units of the post Business Combination entity at a price of $10.00 per unit at the

option of the lender.

The Units would be identical to the Private Placement Units.

or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers

and directors may, but are not obligated to, loan us funds as may be required (“Working Capital Loans”).

If we complete a

Business Combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us.

In the event that a Business

Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but

no proceeds from our Trust Account would be used for such repayment.

Up to $1,500,000 of such Working Capital Loans for each such person

may be convertible into Units of the post-Business Combination entity at a price of $10.00 per Unit.

At March 31, 2025 and December

31, 2024, no amounts were outstanding under the Working Capital Loans.

We do not believe we will need to raise additional

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business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so,

we may have insufficient funds available to operate our business prior to our Business Combination.

Moreover, we may need to obtain additional

financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares

upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such

Business Combination.

Off-Balance Sheet Arrangements

we may have insufficient funds available to operate our business prior to our initial Business Combination.

Moreover, we may need to obtain

additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our

public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection

with such Business Combination.

Going Concern

In connection with our assessment of going concern

considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an

Entity’s Ability to Continue as a Going Concern,” management believes that the funds which the Company has available following

the completion of the initial public offering will enable it to sustain operations for a period of at least one year from the issuance

date of these unaudited condensed financial statements.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities,

which would be considered off-balance sheet arrangements as of September 30, 2024.

which would be considered off-balance sheet arrangements as of March 31, 2025.

We do not participate in transactions that create relationships

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We do not have any long-term debt, capital lease

obligations, operating lease obligations or long-term liabilities, other than an agreement to an affiliate of the Sponsor $10,000 per

month for office space, utilities and secretarial and administrative support services provided to members of the management team.

The underwriters have a 45-day option from the

date of the Initial Public Offering to purchase up to an additional 3,000,000 units to cover over-allotments, if any.

On December 11,

2024, simultaneously with the closing of the Initial Public Offering, the underwriters elected to fully exercise the over-allotment option

to purchase the additional 3,000,000 Units at a price of $10.00 per Unit.

obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an aggregate of $10,000 per month for

office space and administrative and support services.

For the three months ended March 31, 2025, we incurred $30,000 for these services.

At March 31, 2025 and December 31, 2024, we owed $37,000 and $7,000, respectively, for these services.

We have engaged Roth as an advisor in connection

with its Business Combination.

We will pay Roth a cash fee (the “Business Combination Marketing Fee”) for such services upon

the consummation of its initial Business Combination in an amount up to 4.0% of the gross proceeds of the Initial Public Offering, an

aggregate of up to $9,200,000 after the underwriters exercised their over-allotment option in full on December 11, 2024.

As of March 31,

2025 and December 31, 2024, no Business Combination Marketing Fee has been incurred or recorded.

Critical Accounting Estimates

The preparation of condensed financial statements

and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management

to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities

at the date of the financial statements, and income and expenses during the periods reported.

Making estimates requires management to

exercise significant judgement.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of

circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change

in the near term due to one or more future confirming events.

Accordingly, the actual results could materially differ from those estimates.

As of September 30, 2024, we did not have any critical accounting estimates to be disclosed.

Quantitative and Qualitative Disclosures

About Market Risk.

Not required for smaller reporting companies.

The preparation of unaudited condensed financial

statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires

management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets

and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods reported.

results could materially differ from those estimates.

At March 31, 2025, we have not identified any critical accounting estimates.

Recent Accounting Pronouncements

Management does not believe that any recently

issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed financial

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis